Assystem - 2018 Register document
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Table of contents
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Content
2
MESSAGE FROM THE CHAIRMAN & CEO
4
2018 KEY FIGURES
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1. PRESENTATION OF THE GROUP
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1.1 HISTORY
10
1.2 CORPORATE MISSION AND STRATEGY
13
1.2.1 ASSYSTEM’S CORPORATE MISSION
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1.2.2 ASSYSTEM’S STRATEGY
13
1.3 ASSYSTEM’S MARKET AND POSITIONING
14
1.4 BUSINESS OVERVIEW
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1.4.1 ENERGY & INFRASTRUCTURE
15
1.4.2 STAFFING
17
1.4.3 EXPLEO GROUP (FORMERLY ASSYSTEM TECHNOLOGIES)
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1.5 ORGANISATIONAL STRUCTURE
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1.5.1 ASSYSTEM’S ORGANISATIONAL STRUCTURE
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1.5.2 SIMPLIFIED ORGANISATION CHART OF THE GROUP AT 31 DECEMBER 2018
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2. RISK GOVERNANCE AND MANAGEMENT
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2.1 RISK GOVERNANCE AND MANAGEMENT
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2.1.1 RISK GOVERNANCE
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2.1.2 OPERATIONAL RISK MANAGEMENT
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2.1.3 INTERNAL CONTROL
26
2.2 RISK FACTORS
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2.2.1 RISKS RELATED TO THE ECONOMIC ENVIRONMENT
28
2.2.2 OPERATIONAL RISKS
29
2.2.3 FINANCIAL RISKS
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2.2.4 HR RISKS
31
2.2.5 RISKS RELATED TO INFORMATION SYSTEMS
31
2.2.6 LEGAL, REGULATORY AND TAX RISKS
31
2.2.7 INDUSTRIAL AND ENVIRONMENTAL RISKS
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2.2.8 RISKS RELATED TO ACQUISITIONS
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2.2.9 INSURANCE STRATEGY
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3. NON-FINANCIAL INFORMATION STATEMENT
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3.1 VISION AND BUSINESS MODEL
35
3.1.1 VISION
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3.1.2 BUSINESS MODEL
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3.2 CSR-BUSINESS ETHICS GOVERNANCE AND STRATEGY
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3.2.1 A CSR STRATEGY ORGANISED AROUND FOUR PILLARS
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3.2.2 STAKEHOLDER MAPPING
42
3.2.3 NON-FINANCIAL RISK FACTORS
43
3.3 A RESPONSIBLE EMPLOYER
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3.3.1 ATTRACTING AND RETAINING TALENT
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3.3.2 COMMITTING TO DIVERSITY
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3.3.3 OPEN DIALOGUE WITH OUR TEAMS AND EMPLOYEE REPRESENTATIVES
51
3.3.4 WORKPLACE HEALTH, SAFETY AND WELLBEING: A PRIORITY
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3.3.5 DEVELOPING EMPLOYEE SKILLS AND ENGAGEMENT
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3.4 CREATING VALUE FOR CLIENTS AND SOCIETY
58
3.4.1 A PROCESS OF SUSTAINABLE INNOVATION
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3.4.2 PROJECTS FOR A MORE RESILIENT SOCIETY
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3.4.3 CONTRIBUTING TO LOCAL DEVELOPMENT
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3.4.4 ENGAGING WITH SOCIETY
61
3.5 MANAGING OUR ENVIRONMENTAL FOOTPRINT
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3.5.1 GENERAL ENVIRONMENTAL POLICY
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3.5.2 MANAGING THE GROUP’S ENVIRONMENTAL IMPACT
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3.5.3 CLIMATE CHANGE
63
3.6 METHODOLOGY NOTE
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3.6.1 KEY INDICATORS
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3.6.2 REPORTING STANDARDS
65
3.6.3 BOUNDARY FOR CALCULATION OF KEY INDICATORS
66
3.7 REPORT OF THE INDEPENDENT THIRD PARTY
67
4. CORPORATE GOVERNANCE REPORT
69
4.1 THE BOARD OF DIRECTORS
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4.1.1 MEMBERS OF THE BOARD OF DIRECTORS
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4.1.2 CONDITIONS FOR THE PREPARATION AND ORGANISATION OF THE WORK OF THE BOARD OF DIRECTORS
82
4.2 COMPENSATION AND BENEFITS IN KIND ALLOCATED BY THE COMPANY AND OTHER GROUP ENTITIES TO MEMBERS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES IN OFFICE
84
4.2.1 COMPENSATION OF MEMBERS OF THE BOARD OF DIRECTORS
84
4.2.2 COMPENSATION OF THE COMPANY’S EXECUTIVE OFFICERS
85
4.3 ADDITIONAL INFORMATION
90
5. BUSINESS REVIEW AND FINANCIAL STATEMENTS
91
5.1 THE GROUP’S RESULTS
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5.1.1 KEY FIGURES
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5.1.2 REVENUE BY DIVISION
92
5.1.3 RESULTS OF OPERATIONS AND FINANCIAL POSITION
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5.1.4 OUTLOOK FOR 2019
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5.2 CONSOLIDATED FINANCIAL STATEMENTS
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5.2.1 CONSOLIDATED STATEMENT OF FINANCIAL POSITION
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5.2.2 CONSOLIDATED INCOME STATEMENT
96
5.2.3 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
97
5.2.4 CONSOLIDATED STATEMENT OF CASH FLOWS
98
5.2.5 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
99
5.2.6 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
100
5.3 STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
135
5.4 PARENT COMPANY FINANCIAL STATEMENTS
140
BALANCE SHEET
140
INCOME STATEMENT
141
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
142
5.4.1 PAYMENT TIMES
157
5.4.2 NON-TAX-DEDUCTIBLE EXPENSES
157
5.4.3 FIVE-YEAR FINANCIAL SUMMARY FOR ASSYSTEM SA
158
5.5 STATUTORY AUDITORS’ REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS
159
6. INFORMATION ABOUT THE COMPANY AND ITS SHARE CAPITAL
163
6.1 GENERAL INFORMATION ABOUT THE ISSUER
164
6.2 INFORMATION ABOUT THE COMPANY’S SHARE CAPITAL
167
6.2.1 ASSYSTEM AND ITS SHAREHOLDERS
167
6.2.2 ASSYSTEM’S SHARE CAPITAL
168
6.2.3 SHARE PERFORMANCE
169
6.2.4 ADDITIONAL INFORMATION ABOUT THE COMPANY’S SHARE CAPITAL
171
6.2.5 STOCK OPTIONS
172
6.2.6 FREE SHARE AND PERFORMANCE SHARE AWARDS
172
6.2.7 TREASURY SHARE TRANSACTIONS CARRIED OUT BY THE COMPANY IN 2018 (ARTICLE L. 225-211 OF THE FRENCH COMMERCIAL CODE)
172
6.2.8 DESCRIPTION OF THE SHARE BUYBACK PROGRAMME (DISCLOSED IN ACCORDANCE WITH ARTICLE 241–2 OF THE AMF’S GENERAL REGULATIONS)
172
6.2.9 USE OF SHARE BUYBACK PROGRAMMES IN 2018
173
6.2.10 LIQUIDITY CONTRACT
173
6.2.11 ASSYSTEM SHARES HELD BY THE COMPANY (OUTSIDE THE SCOPE OF THE LIQUIDITY CONTRACT)
173
6.2.12 CHANGES IN SHARE CAPITAL OVER THE LAST THREE YEARS
174
6.3 STATUTORY AUDIT AND FEES PAID BY THE GROUP TO THE STATUTORY AUDITORS AND MEMBERS OF THEIR NETWORKS
175
6.3.1 STATUTORY AUDIT
175
6.3.2 STATUTORY AUDITORS
175
6.3.3 STATUTORY AUDITORS’ FEES IN 2018
175
6.4 SPECIAL REPORT ON AWARDS OF FREE SHARES AND PERFORMANCE SHARES
176
6.4.1 FREE SHARE AND PERFORMANCE SHARE AWARDS DECIDED BY THE COMPANY’S BOARD OF DIRECTORS
176
6.4.2 FREE SHARES AND PERFORMANCE SHARES AWARDED DURING 2018 BY RELATED COMPANIES AS DEFINED IN
176
6.4.3 FREE SHARES AND PERFORMANCE SHARES AWARDED BY CONTROLLED COMPANIES AS DEFINED IN ARTICLE L. 233-16 OF THE FRENCH COMMERCIAL CODE
176
6.5 SPECIAL REPORT ON STOCK OPTIONS
176
7. ANNUAL GENERAL MEETING OF 16 MAY 2019
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7.1 AGENDA
178
7.1.1 ORDINARY BUSINESS
178
7.1.2 EXTRAORDINARY BUSINESS
178
7.1.3 ORDINARY AND EXTRAORDINARY BUSINESS
178
7.2 PURPOSE OF THE PROPOSED RESOLUTIONS
179
7.2.1 ORDINARY RESOLUTIONS
179
7.2.2 EXTRAORDINARY RESOLUTIONS
181
7.2.3 ORDINARY AND EXTRAORDINARY RESOLUTION
184
7.3 TEXT OF THE PROPOSED RESOLUTIONS
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7.3.1 ORDINARY RESOLUTIONS
185
7.3.2 EXTRAORDINARY RESOLUTIONS
187
7.3.3 ORDINARY AND EXTRAORDINARY RESOLUTION
196
7.4 STATUTORY AUDITORS’ REPORTS
197
7.4.1 STATUTORY AUDITORS’ REPORTS
197
7.4.2 SPECIAL STATUTORY AUDITORS REPORT ON THE REGULATED AGREEMENTS AND COMMITMENTS
197
8. ADDITIONAL INFORMATION
199
8.1 ARTICLES OF ASSOCIATION OF ASSYSTEM SA
200
8.2 MATERIAL CONTRACTS
211
8.3 DISCLOSURE OF INTERESTS IN NON-CONSOLIDATED COMPANIES
211
8.4 STATEMENT BY THE PERSONS RESPONSIBLE FOR THE 2018 REGISTRATION DOCUMENT
211
8.5 CROSS-REFERENCE TABLES
212
CROSS-REFERENCE TABLE FOR DISCLOSURES REQUIRED IN ACCORDANCE WITH ANNEX 1 OF EUROPEAN COMMISSION REGULATION (EC) NO. 809/2004
212
CROSS-REFERENCE TABLE FOR INFORMATION REQUIRED IN THE MANAGEMENT REPORT
215
CROSS-REFERENCE TABLE FOR DISCLOSURES REQUIRED IN THE ANNUAL FINANCIAL REPORT
217
CROSS-REFERENCE TABLE FOR DISCLOSURES REQUIRED IN THE CORPORATE GOVERNANCE REPORT
218
SUMMARY OF INFORMATION REQUIRED IN THE NON-FINANCIAL INFORMATION STATEMENT
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